Allan Holdsworth

The Sixteen Men Of TainThe Sixteen Men Of Tain
HomeMetal Fatigue
The Un-Merry Go-RoundMetal Fatigue
Road GamesEidolon
RuhkukahHard Hat Area
Pud WudSand
NuagesNone Too Soon
Norwegian WoodNone Too Soon
Eeny MeenyFlat Tire: Music For A Non-Existent Movie

Allan Holdsworth playlist


Allan Holdsworth photo

Allan Holdsworth (photo: Nancy Clendaniel)


Contributor: David Lewis

Q: How many guitarists does it take to change a light bulb?

A: Ten. One to change it and the other nine to stand around saying, ‘Huh! I could have done that!’

Unless that guitarist is Allan Holdsworth. Then the answer is: Nine to stand around and say, ‘How did he do that?’

Holdsworth was unique. Frank Zappa called him ‘one of the most interesting guys on guitar on the planet, I really respect his playing’. He destroyed Eddie Van Halen in a jam, and Eddie loved him for it. Allan Holdsworth was single-minded in his drive and ambition to create music. This cost him financially. He played with the best jazz and rock musicians, yet was always a little on the outside. To those who knew him, he was a world-famous musician with a world class talent. To those who didn’t, he was a total unknown. He himself admitted he wasn’t drawn to commercial success but would be satisfied if he could get 20% of people at his gigs to like his stuff.

Holdsworth pushed the boundaries of jazz-rock. His knowledge of music theory was deep – very few musicians, even professionals, could play with him, such was his grasp of harmony. As a result, the bands he played in tended to include crack musicians, a real who’s who; among others, Chad Wackerman (ex-Zappa), Jack Bruce, Jeff Berlin and Tony Williams all recorded with Allan.

He also played with Jean-Luc Ponty on Enigmatic Ocean in 1977 and Individual Choice in 1983, joined Jon Wetton and Eddie Jobson in U.K. (their first eponymous album released in 1978) along with Bill Bruford. Around that same time, he also played guitar in Bill’s band, Bruford (Feels Good To Me in 1978, One Of A Kind in 1979). From the 80s onwards, he found his best collaborations were with drummer Gary Husband with whom he had a close and intuitive affinity.

It is ridiculous to talk of ‘hits’ with Holdsworth. His stuff sold ‘respectably’ – perhaps sold ‘well’ would be overstating it. His band, I.O.U., was called that because he claimed he had to pay venues to put them on. He also stated that his Warner Bros releases didn’t garner him any royalties, though critics rated them as certainly his most accessible albums, and probably his biggest sellers.

Allan Holdsworth was born in Bradford in the north of England in 1947. His father was a jazz pianist and young Allan fell in love with the saxophone. Unfortunately, his family couldn’t afford one, so he was given a guitar; an instrument that he had an empathy with but never quite embraced. His phrasing sounds like a saxophone, and it was that instrument that was to influence him, with long legato. He taught himself jazz – he was not formally schooled but mathematically worked out intervals, scales, harmonies and rhythms. He didn’t build a repertoire of standards, nor did he slavishly imitate any favorite players.

Allan’s early bands came out of the English prog-rock era. He played sessions and built a name for himself. His first band went by the bizarre moniker of ‘Igginbottom, their only album ‘Igginbottom’s Wrench (1969) – which showed some of what was to come. He later played with Jon Hiseman, Mark Clarke and Paul Williams in Tempest, with mid 70s Soft Machine, The New Tony Williams Lifetime, Level 42, and many other bands.

This Toppermost is taken from his solo albums and I’m going to try and avoid his collaborations. I should warn the listener that Holdsworth is not often an easy listen – polyrhythms clash against dissonances. Dizzying pyrotechnics coupled with ‘impossible’ harmonies assault the ear. Yet, he is, for me, what the great jazzers are; his is a personalized unique vision that knows the rules and breaks them, in the meantime making new ones. Rather than another Wes, or Miles, or Ella, or Basie clone, Holdsworth sounds like no-one but himself. This, to me, is jazz.


When he died (in April 2017) I was talking to a brilliant jazz sax player and mentioned, “Did you hear Allan Holdsworth died?” He said, “Yes, terrible” and then gave a little smile – “The Sixteen Men Of Tain.” This is possibly the most accessible of his ‘inaccessible’ music. It is a gorgeous melody, under which a lovely guitar riff floats. (Yes, I know things don’t usually float under other things but that’s Holdsworth for you.) He played chords which would crush the hands of lesser players. (Yes, I’ve tried them. No, they rarely make it in my toolbox of chords.) The sixteen men of Tain refers to the brewers in the Glenmorangie distillery in the Scottish town of Tain in Ross-shire. Holdsworth was an avid home brewer and invented the Fizzbuster, a device for decarbonising keg beer. He was also a passionate cyclist and an expert electrical technician.

His 1985 album, Metal Fatigue, is considered the first of his truly great works. From it, I’ve chosen the haunting Home; one of his more restrained pieces, there’s not a note nor a beat out of place.

This album was clearly important to him – he has a 14 minute piece, The Un-Merry Go-Round (in loving memory of my father), which documents, in music, his grief process. Extraordinary.

Eddie Van Halen got Allan a contract with Warner Brothers. Allan, while forever grateful to Eddie, did not enjoy the experience. He lacked creative control and, apparently, was not paid. Yet, it gave us his most accessible stuff I think. Take for example, Road Games. A wonderful song – that riff! Those vocals. That performance! And it’s not a straight rock song – watch for the solo that jumps ‘out of time’ but never out of groove. I’ve actually cheated a little and not chosen the original recording from the 1983 Road Games EP, but the track from the 2017 compilation, Eidolon, which features Jack Bruce.

Allan’s dissatisfaction with guitar was in part due to what he saw as its limitations. The introduction of the SynthAxe in the 1980s was the perfect match of musician and instrument. The SynthAxe is an instrument which combines the neck and tuning of a guitar with the circuitry of a synthesiser. This gave Allan a much wider tonal range and it had a breathing tune so he could approach music like his beloved saxophone. It’s a complex and fussy instrument – you can pluck it, or just press the notes at the fret, or you can blow into it, or there are four or five keys you can play. They were around 13,000 USD when they were introduced (something like 35,000 in today’s dollars) and I understand Allan sold a house to get it, so badly did he want one. While he continued to use it, it got more fragile, so he stopped touring with it and could only record it in short bursts. (It should be noted here that Futureman, of Béla Fleck and the Flecktones, uses a heavily modified SynthAxe for percussion.)

In 1983, Holdsworth released Hard Hat Area which sharpened his own vision of how his music should sound. Ruhkukah features Gary Husband on drums and it’s one of Holdsworth’s best tracks. Its harmonic inventions twist around and around. Most guitarists see the neck in terms of sections, or positions, if you will. Holdsworth had worked the neck out as one continual group of scales. As a result, he’s not constrained by the usual patterns. Ruhkukah demonstrates his style.

Atavachron (from the 1986 album of the same name) is a great example of his work on the SynthAxe. Critics complained that it was hard to tell the difference between the keyboard and the SynthAxe, which I always thought was part of the point? This is one of the most intense pieces he recorded – notes appear seemingly from nowhere and the limits of the Synthaxe are pushed as far as they can go. Atavachron was a time travel device from Allan’s beloved Star Trek.

Sand was released in 1987 and saw Holdsworth’s growth as a composer. Another crack band featured; with Husband and Wackerman on drums, Alan Pasqua on keys, and Jimmy Johnson on bass (except one track); it is a fine album and Holdsworth wails as usual. I’ve picked Pud Wud as its precise yet wild explorations seem to express his vision best, at least for an introduction.

Allan Holdsworth didn’t spend time learning standards while he was exploring the guitar – again, an unusual approach. Most jazz players learn dozens, if not hundreds, of songs. Holdsworth learned music theory. This didn’t mean he couldn’t play standards: when he did an album of them, None Too Soon (1996), they were all gems. It features mostly jazz standards, except for two originals written by keyboardist Gordon Beck. The Django Reinhardt composition, Nuages, has some breathtakingly beautiful parts and shows that the ‘museum policy’ – that is, preserve the song as hard as you possibly can – may not always be the best approach. I’ve also added Norwegian Wood from the same album because Holdsworth plays it pretty ‘straight’, then moves into glorious Holdsworthian improvisations after a brilliant keyboard break from Beck. Holdsworth keeps returning to the main phrase, but those cascading and astonishing notes that finish it are just sublime.

My final track, pretty much at random, is from his last studio album, Flat Tire: Music For A Non-Existent Movie (2001). It’s a great shame he was never offered a movie soundtrack – his ‘visual’ sense of playing would likely have enhanced the right type of movie superbly. Eeny Meeny is not a casual listen – the SynthAxe moves to and fro – going this way, then that, but never loses direction. The album itself is all Allan, except for a couple of tracks including this one, which features Dave Carpenter on bass. The drums are patches, and all parts are SynthAxe or guitar. The simplicity came from the sale of his recording studio, his second divorce and his living circumstances, which prevented live drums.

He believed improvisation was where true musicianship lay. This probably contributed to his relatively sparse recording career. He was most comfortable with top musicians improvising against and with each other. He did try to raise money for a final studio album, but it was not to be. Do check out the many live performances that have been placed for posterity on YouTube. To get a sense of the man, the video that was played at his memorial service has also been uploaded, and it’s worth watching all five parts. Here is part one.

Allan Holdsworth never made much money – it is said he’d ask audience members if he could stay with them after the shows as he couldn’t afford hotel rooms. I imagine that the fine folk who read Toppermost may fall into the 80% of people he felt he had no chance of reaching, though then again, they may. His legacy is immense. Most serious jazz players admire his approach, and if not many sound like him it’s because he was well ahead of his time. He may not have been The Man Who Changed Guitar Forever, as a massive recent box set is titled (see below) – and Allan was embarrassed by that title – but he was the man who pushed its boundaries and perhaps showed us all, not only what was possible but where the instrument was headed. Not bad for a man who never liked the guitar and would rather have been a horn player.



Eidolon. 2xCD 28-track “Best Of” (selected by Allan) released 2017, includes 6 tracks from this Toppermost.


The Man Who Changed Guitar Forever. 12xCD box set collection featuring all of Allan Holdsworth’s solo albums from 1982-2003 plus the live-in-Tokyo album Then! 40-page booklet full of liner notes and archival photos, previously unreleased bonus tracks, and all newly remastered from the original tapes. Released 2017.


Allan Holdsworth (1946-2017)


“Allan Holdsworth’s unique contribution to the electric guitar is unquantifiable.” Steve Vai

“You remain an enormous inspiration to me. Your beautiful music will live on forever.” Joe Satriani

“There were no pat riffs, no fall backs, or get-out-of-jail-free lines in his playing… He was a pure improviser and musician who told his story in the moment, as deep and real as any blues, and as complex and modern as any contemporary composer.” Reeves Gabrels

“He has something totally beautiful. I give him more credit than anyone for just pure expression in soloing.” Carlos Santana

“I listened to him nightly, launching sheets of sound on an unsuspecting audience, changing perceptions about what guitars and guitarists should or could be doing, thrilling me half to death.” Bill Bruford



This ebook, published in 2020, is a comprehensive analysis of every track Allan recorded complete with a useful biography. It’s a fascinating and excellent read. “Devil Take the Hindmost, The Otherworldly Music of Allan Holdsworth” by Ed Chang was originally published as a blog (A Thread of Lunacy: Appreciation and Analysis of the Otherworldly Music of Allan Holdsworth) and is a biographical musical companion to the career of the guitarist revered by the greatest names in jazz and rock.


Allan Holdsworth Archives – including over 100 interviews

Allan Holdsworth (and associated) Discography

Allan Holdsworth on Discogs

Allan Holdsworth Music – facebook page

The unReal Allan Holdsworth – public facebook group

Live in Tokyo 1984 – full concert on YouTube

Allan Holdsworth biography (Apple Music)

David Lewis is a regular contributor to Toppermost. A professional guitarist, mandolinist, banjoist and bassist, he plays everything from funk to country in several bands and duos. He is a professional historian and a public speaker on crime fiction, adventure fiction, philosophy art, history and popular culture. More of his writing can be found at his rarely updated website.

TopperPost #797


  1. Andrew Shields
    Jun 19, 2019

    David, thanks for introducing me to such a brilliantly accomplished musician. Not necessarily my favourite style of music, but his virtuosity shines through all of these selections.

  2. Peter Viney
    Jun 19, 2019

    Go in, and scroll to around 3 minutes.
    From You Tube: Bill Bruford commented about Allan Holdsworth’s “In The Dead of Night” solo: “(it) remains one of the most perfectly formed, intelligently paced, and brilliantly executed two minutes of liquid guitar bliss you are ever likely to hear.”

  3. David Lewis
    Jun 21, 2019

    Andrew and Peter, .thanks for your comments. No one plays like Allan, even those who’ve studied his style. The clip Peter posted is a brilliant example of Allan’s approach to soloing.

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